R&W Policy. Buyer and its Affiliates shall not amend, waive or otherwise modify the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit against Seller or any of its Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.
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R&W Policy. Buyer and its Affiliates shall The Purchaser Parties will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim action or Suit proceedings against any Seller or any of its Affiliates Affiliate thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than except in the case of Fraudintentional fraud.
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Samples: Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)
R&W Policy. Buyer Purchaser and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Policy Insurance Policy, in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit Proceeding against Seller or any Affiliate of its Affiliates Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.
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Samples: Stock Purchase Agreement (Nn Inc)
R&W Policy. Buyer and its Affiliates shall will not amend, waive or otherwise modify the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit action against Seller or any of its Affiliates successors or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, assigns arising out of, or related to to, this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.
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R&W Policy. Buyer and its Affiliates shall will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim action or Suit proceedings against Seller or any of its Affiliates Affiliate thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than except in the case of Fraudactual fraud or willful misconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)